New zeubon 2.2 billion acquisition and re collection inquiry letter will face greater cash flow pressure in the short term

Recently, new zeubon (300037. SZ) announced that the company received a restructuring inquiry letter from the company management department of Shenzhen Stock Exchange gem. < / P > < p > on December 7, 2020, xinzhoubang disclosed the major asset purchase report (Draft) (hereinafter referred to as the report), which intends to purchase 74.24% equity of Jiangsu Jiujiu Technology Co., Ltd. (hereinafter referred to as “Jiujiu” or “target company”) held by Yan’an Bikang Pharmaceutical Co., Ltd. (hereinafter referred to as “Yan’an Bikang”) by cash payment. < p > < p > on December 12, the management department of gem company of Shenzhen Stock Exchange issued the inquiry letter on restructuring of Shenzhen xinzhoubang Technology Co., Ltd. (inquiry letter on non permitted restructuring of gem [2020] No. 19) (hereinafter referred to as “letter 19”) to xinzhoubang, and raised 36 questions to xinzhoubang. < p > < p > on December 21, new zeubon disclosed the announcement of Shenzhen new zeubon Technology Co., Ltd. on the reply to the Shenzhen Stock Exchange restructuring inquiry letter (hereinafter referred to as the reply announcement) and the report on major asset purchase (Draft) (Revised Version) (hereinafter referred to as the report (Revised Version)). < / P > < p > xinzhoubang plans to purchase 74.24% equity of jiujiujiu held by Yan’an Bikang in the form of cash payment. After the completion of this transaction, Jiujiu will become the holding subsidiary of new zeubon. < / P > < p > according to the evaluation report [2020] No. 3285 issued by Zoomlion appraisal, taking September 30, 2020 as the evaluation base date, the evaluation value of the total equity value of the subject company’s Jiujiu shareholders is 2.726 billion yuan, the evaluation value-added is 1.317 billion yuan, and the value-added rate is 93.43%. In consideration of the strong synergy between the listed company and the target company after the completion of the transaction, the transaction price of 74.24% equity of jiujiujiu is confirmed to be RMB 2227 million, with a premium of 10.06% compared with the assessed value of 74.24% equity of jiujiujiu. < / P > < p > in this inquiry letter, Shenzhen Stock Exchange raised 24 questions on the reply announcement of new zeubang and the content of the trading report. Among them, the Shenzhen Stock Exchange pointed out that the “reply notice” showed that xinzhoubang has raised 1.014 billion yuan of transaction consideration, and the sources of funds include book monetary funds, matured bank financial management funds, discount financing funds of notes receivable, income from reduction of shares held, etc. it is expected that it will issue 1.114 billion yuan to Yan’an Bikang within 30 days from the delivery date of the underlying assets by applying for bank merger and acquisition loans And urge the target company to pay off its debts to Yan’an Bikang within 30 days from the delivery date. As of December 10, 2020, after deducting the raised funds, the book balance of monetary funds of xinzhoubang is 1.245 billion yuan. Up to now, the investment of major projects of xinzhoubang excluding the raised funds is about 625 million yuan. The cash consideration payment arrangement of this transaction will cause xinzhoubang to face greater cash flow pressure in the short term, and the asset liability ratio will increase. < p > < p > Shenzhen stock exchange requires xinzhoubang to specify the specific amount of bills receivable discount financing, the amount to be paid with its own funds, and the proportion of its own funds in the company’s actual disposable funds among the various sources of funds used to pay the above transaction consideration of 1.014 billion yuan. < / P > < p > in addition, please explain the normal investment and daily cost of the transaction to the company’s projects in combination with the preparation balance sheet after the completion of the transaction, the change of the expected asset liability ratio, the new financial expenses, the relevant planning arrangements for the continuous investment of the project under construction, the working capital required to maintain the daily operation, the sensitivity analysis of the income statement, the expected cash flow, etc The specific impact of regular operation, whether it will cause the company to bear a higher cost of capital, whether this transaction will have a significant adverse impact on the company’s liquidity, leading to the company’s short-term debt repayment risk, and fully prompt the relevant risks. < / P > < p > on December 7, 2020, your company disclosed the major asset purchase report (Draft) (hereinafter referred to as the report), intending to purchase 74.24% equity of Jiangsu Jiujiu Technology Co., Ltd. (hereinafter referred to as “Jiujiu” or “target company”) held by Yan’an Bikang Pharmaceutical Co., Ltd. (hereinafter referred to as “Yan’an Bikang”) by cash payment. On December 12, our department issued to your company the inquiry letter on the restructuring of Shenzhen new Zhoubang Technology Co., Ltd. (GEM non permitted restructuring inquiry letter [2020] No. 19) (hereinafter referred to as “letter 19”). On December 21, your company disclosed the announcement of Shenzhen new Zhoubang Technology Co., Ltd. on the reply to the Shenzhen Stock Exchange restructuring inquiry letter (hereinafter referred to as the reply announcement) and the major asset purchase report (Draft) (Revised Draft) (hereinafter referred to as the report (Revised Draft)). Our department is concerned about the relevant contents. Please further improve and reply to the relevant inquiry items in letter 19, and further verify and explain the following questions: < / P > < p > 1. According to the reply announcement, Yan’an Bikang and “18 Bikang 01” bond trustee China Merchants Securities Co., Ltd. (hereinafter referred to as “China Merchants Securities”) have signed an agreement on the pledge of the subject company After many times of communication between Yan’an Bikang and your company, through negotiation, it is agreed that Yan’an Bikang will pay 50% of the principal and the corresponding interest to the bondholders of “18 Bikang 01”. After the payment is completed, China Merchants Securities will be responsible for the cancellation of the pledge of the target company. In view of the freezing situation of the target company, Yan’an Bikang plans to use its own funds and other self raised funds to repay loans or negotiate with creditors to provide other guarantees to solve the relevant equity freezing problem. < / P > < p > (1) Please add whether the bond trustee, China Merchants Securities, has the right to agree to handle the equity pledge cancellation for the target company, whether it needs the consent of creditors, the capital source and specific schedule of cashing the bond principal and interest and repaying the loan, and the specific arrangement of providing other guarantees in consultation with creditors. < / P > < p > (2) according to the financial situation of Yan’an Bikang, the debt and guarantee of the target company, whether the equity of the target company is at risk of being applied for pledge freezing by other creditors, and the communication with the creditors on the matters of lifting the pledge freezing, please further elaborate the specific plan and arrangement of lifting the pledge freezing and the performance ability of lifting the pledge freezing, It is estimated that the time for the equity of the subject company to be released from the pledge freeze and whether it can be resolved before the general meeting of shareholders, the relevant commitments issued by your company, the counterparties and the relevant creditors on the release of the pledge freeze, the judgment basis of your company that there is no substantial obstacle in the transfer of ownership, and demonstrate in detail whether this transaction conforms to Article 11 of the measures for the administration of major asset restructuring of listed companies There are no legal obstacles to the ownership of assets, transfer or transfer. < / P > < p > (3) please further elaborate your company’s assessment of the risk of equity transfer of the target company, the consequences of failure to transfer ownership on time, the corresponding solutions and the preventive measures taken. Ask independent financial consultant and lawyer to check and express clear opinions. The reply notice shows that your company has raised 1013.6 million yuan of transaction consideration, and the sources of funds include book money, matured bank financial management funds, discount financing funds of notes receivable, income from reduction of shares held, etc. it is expected that your company will issue 111 yuan to Yan’an Bikang within 30 days from the delivery date of the underlying assets by applying for bank M & A loans, And urge the target company to pay off the debts to Yan’an Bikang within 30 days from the delivery date. As of December 10, 2020, after deducting the raised funds, your company’s book balance of monetary funds is 1244.7416 million yuan. Up to now, your company’s major project investment deducting the raised funds still needs to invest about 624.52 million yuan. The cash consideration payment arrangement of this transaction will cause your company to face greater cash flow pressure in the short term, and the asset liability ratio will increase. < / P > < p > (1) please specify the specific amount of bills receivable discount financing, the amount to be paid with self owned funds and the proportion of self owned funds in your company’s actual disposable self owned funds among the various sources of funds used to pay the above transaction consideration of 1013.6 million yuan. < / P > < p > (2) please explain the impact of this transaction on the normal investment and daily operation of your company’s projects in combination with the reference balance sheet, the change of estimated asset liability ratio, new financial expenses, the relevant planning arrangement of the continuous investment of the project under construction, the working capital required to maintain the daily operation, the sensitivity analysis of the income statement, and the estimated cash flow after the completion of this transaction Specific impact, whether it will cause your company to bear a higher cost of capital, whether this transaction will have a significant adverse impact on your company’s liquidity, resulting in your company’s short-term debt repayment risk, and fully prompt the relevant risks. Independent financial consultant and accountant are requested to check and express clear opinions. < / P > < p > 3. According to the reply notice, your company judges that the payment of 100 million yuan deposit is within the decision-making authority of the board of directors according to the board of directors’ right to approve the purchase and sale of less than 30% of the total assets. Please explain whether the payment of 100 million yuan deposit belongs to the purchase and sale, the rationality of the above judgment basis, and further explain that the deposit should be paid before the deliberation and approval of the general meeting of shareholders Whether it is in line with the provisions of the articles of association, if it fails to pass the general meeting of shareholders, Yan’an Bikang has the right to confiscate the deposit paid, whether the relevant arrangements are in line with commercial practices, whether they are commercially reasonable, and whether there are situations that damage the interests of listed companies and small and medium investors, such as the transaction object can not be transferred on time, whether the deposit of 100 million yuan has the risk and specific protection that cannot be recovered measures. Ask independent financial consultant and lawyer to check and express clear opinions. < / P > < p > 4. According to the revised report, the parties involved in the transaction are preparing the declaration documents for the concentration of operators. After the completion of this transaction, the production and operation business of your company does not constitute a monopoly. Please add the relevant application procedures for the declaration of concentration of business operators to be performed in the procedures to be performed in this transaction, and add the expected completion time and whether there are substantive obstacles, so as to fully prompt the relevant risks. Ask independent financial consultant and lawyer to check and express clear opinions. The reply notice shows that from 2020 to 2023, the production capacity of lithium battery electrolyte products of your company will be 45000 tons, 70000 tons, 100000 tons and 150000 tons respectively, and the demand for raw material lithium hexafluorophosphate will be 5400 tons, 8400 tons, 12000 tons and 18000 tons respectively. According to the statistics of BOC securities, the global demand for lithium hexafluorophosphate is expected to be 35800 tons in 2020. According to the new energy vehicle industry development plan (2021-2035), the demand for lithium hexafluorophosphate in China is expected to be 50600 tons in 2021. < / P > < p > (1) please specify the production capacity of lithium battery electrolyte and the specific forecast and estimation basis and rationality of the demand for lithium hexafluorophosphate. < / P > < p > (2) please demonstrate the validity of the above quoted data. In the quoted data, it is estimated that the domestic demand for lithium hexafluorophosphate in 2021 will be much higher than the global demand for lithium hexafluorophosphate in 2020. < / P > < p > (3) please explain the matching of the supply of lithium hexafluorophosphate and relevant technical indicators of the target company with the purchase demand of the listed company in combination with the above reply, so as to further explain the necessity of purchasing lithium hexafluorophosphate business. The independent financial consultant and the evaluation institution are requested to check and express clear opinions. < / P > < p > 6. According to the reply notice, both your company and the target company have the business of pharmaceutical intermediates, and have a certain degree of cooperation